Removal of Officers and/or Directors

[Relker]

Under the Bylaws of IOC, Directors may be removed in the following manner:

 Under Bylaws #2, Section 13. Removal. "Subject to the provisions of the Act, the shareholders of the Corporation may by ordinary resolution at a special meeting remove any director from office before the expiration of his or her term of office and may, subject to the provisions of the Act and Paragraph 11 of this by-law, elect any person in his or her stead for the remainder of the director's term."

Regarding the removal of an Officer [such as the CEO}, Under Bylaws #2, Section 32, Removal of Officers and Vacation of Office. "Subject to the articles, all officers, employees and agents, shall be subject to removal by resolution of the directors at any time, with or without cause."

Thus, a Special Meeting would need to be called for the purpose of 1] the removal of the Directors of IOC and 2] a vote to replace said directors with new directors for the remainder of the directors' terms. Once the new directors are in place, they can remove the CEO by resolutin and without cause.

In order for the shareholders to call such a Special Meeting, the provisions of Section 46 apply: Meeting on Requisition of Shareholders. "The registered holders or beneficial owners of not less than five percent (5%) of the issued shares of the Corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition. The requisition shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the Corporation. Subject to the provisions of the Act, upon receipt of the requisition, the directors shall call a meeting of shareholders to transact the business stated in the requisition. If the directors do not within twenty-one days after receiving the requisition call a meeting, any registered or beneficial shareholder who signed the requisition may call the meeting."

Phil used this provision earlier this year and right now, Phil is the only individual with enough shares to call such a Special Meeting. He will have to petition the Yukon Supreme Court to have his requisition for a Special Meeting upheld [recall that IOC forced him to do this in May for the Special Meeting held in conjunction with the AGM]. If Phil chooses to go this route, the currend BOD could be replaced and the CEO could be removed without cause. Notice of the Special Meeting would need to be provided to all shareholders and directors, along with details of the reason for the Special Meeting between 21 and 50 days prior to the Special Meeting.

It will be interesting to see if Phil chooses this course of action to block IOC's seeming attempt to go through with the Exxon deal as it stands, albeit with a new fairness opinion.

Looking back I think Phil was too quick when he asked for a Special Meeting and he will be the first one to realize this. Indeed, today would be the right day to come with such action. IOC announced that they will come with a plan to tackle the issue raised. It is not good that they refuse to keep a press conference on November 14 when they present the Q3 figures.  This shows that they still are in a panic mode.  

[Putncalls]

How can IOC trade 700,000 sh/day with the price not moving and no option chain? Phil's letter was a surprise on a FL trading floor BTW.

[2126]

  Thanks 2126 for the legal work!  Just a clarification.  Yes Phil alone (or his group) owns 5% or more and can take action to call a special meeting.  But so can any other alliance of shareholders who collectively own 5% or more of the common shares; correct?    So in rough figures that's somewhere near 2.5 million shares.  So let's say a few guys band together and want to try and build an alliance of 5% that will call the special meeting to remove the directors, replace them with new directors, and fire MH, and select others all in one meeting.  Can that all be done in one meeting?  Next question - what process would this group use to create the alliance?  I guess they could start out by posting on this site and other sites with info on how to join t their alliance?  When the special meeting is called, who has to make all th e arrangements and pay for the meeting?  IOC I presume?  Who runs the meeting?  The people we are intending to get rid of?

I would think after all of this, that it would not be that difficult to form an alliance.  This same alliance could also serve as a mustering point for voting No with Dissent if by some case we get saddled with another bad deal to vote on.

Kaliboo

Yes, Kaliboo, you are correct. Any group of shareholders holding 5% or greater can call for a special meeting. However, that group would have to also be aware that such an action would likely lead to a legal fight in the Yukon to demand such a meeting, with its consequent legal costs.

Also, removing the BOD, installing a new BOD, and having them remove the CEO could, at least theoretically and legally, be done at one meeting.

I don't know what process would be best to set up such a group, but using SHU would be the best starting point. I would also hope that Phil has a role in this as well and would welcome others to join with him if he chooses to pursue a special meeting in the near future.

Finally, yes, the current CEO and BOD would handle the special meeting. Not the best arrangement but, after all, they will still be the official BOD and CEO until a successful vote to remove them.

All very good points, Kal.

[jft310]

2126 look at the indemnity clause in the bylaws it's pretty tight , with the right facts it could be said the intent was to defraud , and the insurance co would say you are on your own , yes the boys are in trouble .

[Kaliboo]

  Thanks 2126 for the legal work!  Just a clarification.  Yes Phil alone (or his group) owns 5% or more and can take action to call a special meeting.  But so can any other alliance of shareholders who collectively own 5% or more of the common shares; correct?    So in rough figures that's somewhere near 2.5 million shares.  So let's say a few guys band together and want to try and build an alliance of 5% that will call the special meeting to remove the directors, replace them with new directors, and fire MH, and select others all in one meeting.  Can that all be done in one meeting?  Next question - what process would this group use to create the alliance?  I guess they could start out by posting on this site and other sites with info on how to join t their alliance?  When the special meeting is called, who has to make all th e arrangements and pay for the meeting?  IOC I presume?  Who runs the meeting?  The people we are intending to get rid of?

I would think after all of this, that it would not be that difficult to form an alliance.  This same alliance could also serve as a mustering point for voting No with Dissent if by some case we get saddled with another bad deal to vote on.

Kaliboo

Yes, Kaliboo, you are correct. Any group of shareholders holding 5% or greater can call for a special meeting. However, that group would have to also be aware that such an action would likely lead to a legal fight in the Yukon to demand such a meeting, with its consequent legal costs.

Also, removing the BOD, installing a new BOD, and having them remove the CEO could, at least theoretically and legally, be done at one meeting.

I don't know what process would be best to set up such a group, but using SHU would be the best starting point. I would also hope that Phil has a role in this as well and would welcome others to join with him if he chooses to pursue a special meeting in the near future.

Finally, yes, the current CEO and BOD would handle the special meeting. Not the best arrangement but, after all, they will still be the official BOD and CEO until a successful vote to remove them.

All very good points, Kal.

. Thanks very much 2126.  Sounds like for MH it would be like being the master of ceremonies over his own execution.

[wapitidropiti]

  Thanks 2126 for the legal work!  Just a clarification.  Yes Phil alone (or his group) owns 5% or more and can take action to call a special meeting.  But so can any other alliance of shareholders who collectively own 5% or more of the common shares; correct?    So in rough figures that's somewhere near 2.5 million shares.  So let's say a few guys band together and want to try and build an alliance of 5% that will call the special meeting to remove the directors, replace them with new directors, and fire MH, and select others all in one meeting.  Can that all be done in one meeting?  Next question - what process would this group use to create the alliance?  I guess they could start out by posting on this site and other sites with info on how to join t their alliance?  When the special meeting is called, who has to make all th e arrangements and pay for the meeting?  IOC I presume?  Who runs the meeting?  The people we are intending to get rid of?

I would think after all of this, that it would not be that difficult to form an alliance.  This same alliance could also serve as a mustering point for voting No with Dissent if by some case we get saddled with another bad deal to vote on.

Kaliboo

Yes, Kaliboo, you are correct. Any group of shareholders holding 5% or greater can call for a special meeting. However, that group would have to also be aware that such an action would likely lead to a legal fight in the Yukon to demand such a meeting, with its consequent legal costs.

Also, removing the BOD, installing a new BOD, and having them remove the CEO could, at least theoretically and legally, be done at one meeting.

I don't know what process would be best to set up such a group, but using SHU would be the best starting point. I would also hope that Phil has a role in this as well and would welcome others to join with him if he chooses to pursue a special meeting in the near future.

Finally, yes, the current CEO and BOD would handle the special meeting. Not the best arrangement but, after all, they will still be the official BOD and CEO until a successful vote to remove them.

All very good points, Kal.

. Thanks very much 2126.  Sounds like for MH it would be like being the master of ceremonies over his own execution.

I like the execution idea!

[Putncalls]

I don't think MH and crew are out in the open. Just the fact that options don't trade on IOC reduces it's value by 20%! If these guys were real they would be doing something. IMHO. Does this mean IOC is in limbo until the TOTAL payment?